Merger Implementing agreement(Expanded Salina hub)

PREAMBLE

The U.S. Department of Transportation, Surface Transportation Board ("STB") approved the merger of the Union Pacific Corporation ("UPC"), Union Pacific Railroad Company/Missouri Pacific Railroad Company (collectively referred to as "UP") and Southern Pacific Rail Corporation, Southern Pacific Transportation Company ("SPT"), St. Louis Southwestern Railway Company ("SSW), SPCSL Corp., and the Denver & Rio Grande Western Railroad Company ("DRGW") (collectively referred to as "SP") in Finance Docket 32760. In approving this transaction, the STB imposed New York Dock labor protective conditions. Copy of the New York Dock conditions is attached as Attachment "A" to this Agreement.

On June 4, 1998, the Carriers served notice of their Intent to merge and consolidate operations generally in the following territories:

Union Pacific:

Salina to Kansas City (not including Kansas City and Topeka)Salina to Sharon SpringsWichita to Salina via Lost Springs/HeringtonSalina to Sid (end-of-track)Wichita to EI DoradoWichita to Winfield/Arkansas CityWhitewater to McPhersonHerington to Hope (End-ot-Track)

Southern Pacific: (SSW)

Pratt to Kansas City via Herington (not including Pratt, Topeka or Kansas City)

Pursuant to Section 4 at the New York Dock protective conditions, in order to achieve the benefits of operational changes made possible by the transaction and to modify collective 'bargaining agreements to the extent necessary to obtain those benefits